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iConsumer Corp.

iConsumer Corp.

Accelerating mass adoption of the crypto economy via non-crypto shopping

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Deal Type

Convertible Note

Funding Goal

$500,000

Current Reservations

$685,500

Minimum Reservation

$1,000

Deal Stage

Other

Interest (% per year)

12.00%

Term Length (Months)

36 months

Valuation Cap

$30,000,000

Conversion Discount (%)

50%

Warrant Coverage (%)

N/A

Open Date

05/10/2018

Maximum Reservation

$800,000

Closing Date

12/31/2018

Elevator Pitch

We accelerate mass market (especially women) adoption of crypto through non-crypto shopping. Customers pay for themselves in less than 45 days, generating ~$50 each in 1st yr. free cash flow.

KPIs

51,000 Users
$416,000 Sales
5 Employees
$10,000,000 Transaction Volume

Company Overview

iConsumer (OTCQB: RWRDP) - where ordinary people learn about the stock and crypto currency markets with real traded equity and real Bitcoin - essentially for free. Customers earn RWRDP and Bitcoin every time they shop at over 1,800 popular stores worldwide. And soon, they'll earn our own reward points - blockchain-based frequent flyer miles on steroids.

We make money helping millennials adopt crypto wallets.

By investing every customer in our journey, we're able to acquire customers for less cash, and make them loyal and more profitable in record time. With 51,000 RWRDP holders and members gained during our testing phase, we're just starting on our journey to 1,000,000 customers.

Our KPIs are those of a direct response company. Our markets are two-sided. Consumers join and learn for free, advertisers and retailers pay us when consumers shop. And our markets are huge.

Millions of people are scared of the stock market, and they're even more frightened of cryptocurrencies. By dramatically reducing their risk (zero cost is pretty persuasive) we get their involvement on our platform. And they love it. Our first stock market trade happened in March. With very little liquidity, the most recent trade as of May 2, 2018 was for $1. The crypto offer began in December. Customers who joined in the first quarter paid for themselves within 45 days of joining. The 1,740 shoppers who joined before 2018 and earned RWRDP and Bitcoin in the first quarter earned iConsumer more than $10 in free cash flow each. We're estimating $50 in free cash flow per new member in their first year.

Check out our 2017 audited financials and our prior SEC qualified offering for audited and unaudited financials.

23,000 more shoppers should bring us to a comfortable positive cash flow. While it cost us less than $10 per customer in acquisition costs for the first quarter, we're estimating an acquisition cost of $45 per customer. Finally, we're estimating it'll cost us about $1,000,000 a year in operating costs at the 23,000 customer level. That means we need $1,000,000 to reach our next goal.

We're in the process of getting our next unaccredited offering qualified by the SEC. There can be no assurance that the SEC will qualify our next offering, and no certainty, if they do qualify it, as to how much time that will take. It includes details on our intention to raise additional funds to create a blockchain-based reward point system - frequent flyer miles on steroids. And our opportunity is now. We've proven our model on a small scale, with zero marketing budget. We're raising $500,000 now to start marketing, so if and when the SEC finally says our offering is qualified, we're even more attractive to customers and investors.

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We're offering a 3 year convertible note, 12% interest only, accrued for year 1, convertible into RWRDP at $.075/share at your option.

Disclaimer: This Regulation D offering is open only to accredited investors. While we reference a future Regulation A offering in our materials, that is for informational purposes only. We are not offering to sell equity at this time.

Traction

  • 2017 1/K Filed

    April, 2018
  • Customers gained in Q1 generated positive cash flow, on track to generate $50 each in free cash flow in 1st year.

    April, 2018
  • RWRDP trades at $1.01/share (very low liqudity)

    April, 2018
  • 50,000 Members Gained Before RWRDP Began Trading

    April, 2018
  • Reg. A+ SEC comments received on secondary offering.

    March, 2018
  • RWRDP deposited into TD Ameritrade SIPC/FINRA regulated & insured account

    March, 2018
  • Surpassed over 1800 online retailer partners

    January, 2018
  • First SEC Annual Report 1-K Filed

    April, 2017
  • Reg. A+ Offering - SEC Re-Qualified - $.09/share

    February, 2017
  • Ticker symbol: RWRDP

    December, 2017
  • Regulation A+ Offering SEC Qualified - $.045/share

    September, 2016

Pitch Deck

Press Mentions

Key Customers & Partners

Amazon Expedia Dell Macy's Walmart Petco

Testimonials

David Scott Carlick
David Scott Carlick
Board Advisor
"What excites me most about iConsumer is how the company is uniquely and intelligently using equity as an acquisition and retention strategy in the ecommerce sector. No other company has done this before, and both members and investors benefit from this new model."
Michael W. Brennan
Michael W. Brennan
Board Advisor
"Equity crowdfunding is changing the financial landscape. It's exciting to be a part of a company making it possible for the 99% to be equity investors in a publicly quoted company, without their having to write a check."
Kimberly LeNoach
Kimberly LeNoach
Customer / Shareholder
"I love iConsumer. I used to use eBates, but now I'm getting bitcoin and I'm getting shares in the company. I really like the concept of ownership."
Jennifer Yen
Jennifer Yen
Creator, purlisse beauty
"As a retailer, I admire the iConsumer model because it empowers people to shop smarter by investing in their future as they earn stock just for shopping online. "
Charles Denny
Charles Denny
Customer / Shareholder
"I love iConsumer. I get some shares of stock and bitcoin too! And more stock for referring friends."

Previous Funding

  • $1,250,000 Other
  • Raise Source: Self
  • December 2016
  • $185,000 Equity
  • Raise Source: Other
  • May 2017
  • $150,000 Convertible Note
  • Raise Source: Investors
  • November 2017

Frequently Asked Questions

How does iConsumer make money?

Our retail partners (e.g. jet.com, Walmart, Sephora, etc.) pay us a commission for referring customers. We share the commission with our members in the form of rebates, which are a combination of Bitcoin and RWRDP.

Is iConsumer publicly traded?

Yes. OTCQB: RWRDP

Do you pay a dividend?

RWRDP is our preferred equity. If we ever pay a dividend, we must pay it to holders of RWRDP before we pay it to holders of our common stock.

Your 1,000,000 nember goal, is that a big number or a small number?

1,000,000 of anything is a lot. But to put it into perspective. When eBates (a competitor) sold to a Japanese firm for about $960,000,000 they had 2,500,000 members.

What's the big deal about cash gross profit / free cash flow?

It takes cash to run a business. Because our accounting gross profit includes the non-cash expense of awarding our stock to a shopper, it masks how much cash we're generating from our customers' activities. So cash gross profit is a better reflection of our ability to pay our bills.

Where can I go if I have more questions?

One great place is http://www.shareholderacademy.com. It's a resource we maintain to help the first-time investor in crowdfunded startups.

Risks & Disclosures

The following information is a subset of the information provided to the SEC in our 1/A filing and in our 2017 annual report, including audited financial statements (Form 1/K). You may review the complete documentation, including all risks and disclosures at http://www.sec.gov .

The Securities and Exchange Commission (the “Commission”) requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company and its Business

The company has only recently commenced its planned principal operations.

iConsumer was formed in 2010 and recognized no significant revenues prior to 2016. In the first quarter of 2016, the company experienced positive results from its market testing. This testing was limited in scope and duration. After the positive testing results, the company reduced its marketing expenditures in anticipation of a first closing on its initial offering, which it did in December 2016. Throughout the balance of 2016, and until January 2017, its focus had been on preparing a marketing campaign, not member acquisition or revenue growth. Its preferred equity was first traded on the OTCQB market in March 2018.Accordingly, the company has a limited history upon which an evaluation of its performance and future prospects can be made. iConsumer’s current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, including purchasing patterns of shoppers and the reaction of existing competitors to iConsumer’s offerings and entry of new competitors into the market. iConsumer will only be able to pay dividends on any shares once its directors determine that it is financially able to do so.

The company depends on one source of revenue.

The company is completely dependent on online shopping. If this market were to cease to grow, or to decrease, for reasons that may include economic or technological reasons (including, for example, recessions or loss of confidence in online commerce due to hacking) the company may not succeed. The company’s current customer base of members is small compared to competitors, having begun post-testing operations in February 2017, and the company will only succeed if it can attract a significant number of customers.

The company’s current customer base of retailers and advertisers (to whom it provides advertising and loyalty services) numbers approximately 1,800. The company will only succeed if these retailers choose to continue to do business with iConsumer. They may choose to stop doing business with the company for reasons in or out of the control of the company. There are no contractual requirements binding the retailer or advertiser to continue a relationship.Most of these retailers are primarily focused on the U.S. market.

The company is depending on the incentive of ownership in the company and Bitcoin to attract customers.

iConsumer is using the prospect of ownership in the company and the ability to share in its success as an incentive to use the company’s products. If potential consumers do not find this a compelling reason to use iConsumer as opposed to its competitors, the company will have fewer unique selling propositions to distinguish it from its competitors. This incentive requires that potential shareholders be able to ascertain the value of their ownership, which may be hard or impossible to do. The amount of the incentive is calculated based upon a consumer receiving ownership using the price per share specified in the offering statement in effect as of the date that consumer makes a purchase with a merchant via the company's website. The company also relies on the incentive of being involved in the cryptocurrency world to attract customers.If that incentive does not work, the company is less likely to succeed.

The value of the ownership earned by consumers is a non-cash expense to the company.

This non-cash expense will depress earnings for the foreseeable future. This may affect the price future prospective shareholders are willing to pay for the stock. The company’s financial projections assume that there is a tax benefit to this non-cash expense. If that assumption is false, the company will have a larger tax liability than anticipated. The company is recording the cost of the incentive compensation at the last public price paid for its stock in its qualified offerings. If the market price of the company as quoted on a market (e.g. OTCQB) is different from that price, and if there is sufficient liquidity in that market, there is the risk that the company’s auditors may require the company to use the market price to ascertain the value of the stock earned by members. If there is no price quoted publicly or in a prior offering, the company will need to use other valuation methodologies.

The company is challenged in raising capital.

Until the company is cash flow positive, it requires outside financing to meet its obligations, and to fund its growth. Raising such outside financing is extremely hard to do, and there is no certainty that the company will succeed in raising sufficient financing.

The company’s operations are reliant on technology licensed from a related company.

iConsumer’s operations are run on technology licensed from Outsourced Site Services, LLC (“OSS”), a company under common control, pursuant to an Amended and Restated License Agreement dated May 25, 2016 (the “License Agreement”), which is summarized under “Interest of Management and Others in Certain Transactions". iConsumer pays OSS a license fee for the use of this technology, and it is the intention of Robert Grosshandler, who controls both companies, to reduce the fee over time, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Changes in the license fee will impact the company’s expenses and profitability. Since Mr. Grosshandler controls both companies, and will continue to control iConsumer after this offering, he will have the power to determine whether the company will continue to be able to rely on the OSS license, and the price (whether at market rate, or above or below market rate) it pays for the license.

A related company provides operational and other services, which eventually the company will have to pay for at market rates.

The company’s personnel and other operational support such as web hosting, site maintenance, customer support, retailer support and marketing are currently provided by OSS, pursuant to the License Agreement, as described in “Interest of Management and Others in Certain Transactions”. The company will eventually have to pay its own personnel and perform these functions itself or outsource them to other providers. This may have the result of increasing the company’s expenses. The current arrangement also means that the financial results of the company in the current stage of operations are unlikely to be a good indicator of future performance.

The company depends on a small management team.

The company depends primarily on the skill and experience of four individuals, Robert Grosshandler, Melinda Moore, Kimberly Logan, and Sanford Schleicher. If the company is not able to call upon any of these people for any reason, its operations and development could be harmed.

The company is controlled by its officers and directors.

Robert Grosshandler currently holds all of the company’s voting stock, and at the conclusion of this offering will continue to hold all of the company’s common stock. Investors in this offering will not have the ability to control a vote by the shareholders or the board of directors.

Competitors may be able to call on more resources than the company.

While the company believes that its approach to online shopping is unique, it is not the only way to attract users. Additionally, existing or new competitors may replicate iConsumer’s business ideas (including the issuance of shares to users or blockchain-based reward points) and produce directly competing offerings. These competitors may be better capitalized than iConsumer, which might give them a significant advantage, for example, in surviving an economic downturn where shoppers pull back. Competitors may be able to use their greater resources to provide greater rebates or cashback to consumers, even to uneconomic levels that iConsumer cannot match.

There are logistical challenges involved in the management of large numbers of shareholders.

iConsumer’s business plan is based upon using share ownership as a way to attract online shoppers to its services, and the more it succeeds in doing so, the larger the number of shareholders it will have to manage. The need to address shareholder concerns with respect to recording of ownership, transfer and communications with shareholders may take up a disproportionate amount of management time and increase costs.

Our accountant has included a “going concern” note in its audit report.

We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds in this offering, we may not accurately anticipate how quickly we may use the funds and if these funds are sufficient to bring the business to profitability. Our ability to remain in business is reliant on either generating sufficient cash flows, raising additional capital, or likely a combination of the two.

Rebate oriented customers are demanding and aggressive.

Companies that offer rebates on customer purchases attract customers who enjoy pushing the limits in order to maximize their rebates and stock compensation. This aggressive buying behavior can turn into fraudulent behavior against iConsumer or its partners. The company believes that it is the first established company to offer rebates in the form of Bitcoin. It is possible that customers drawn to this offer will be more or less aggressive than cash back customers. The company will need to manage this risk and behavior. Doing so may take up a disproportionate amount of management’s time. This behavior may have unknown financial exposure for iConsumer.

The transition to providing rebates in the form of Bitcoin may fail.

The company’s more than 51,000 members may find getting Bitcoin instead of cash unattractive and stop doing business with us. New prospective customers may find getting Bitcoin as a rebate an unattractive proposition, and not join. Customers may spend more or less than their historical averages, due to the transition to Bitcoin. The cost to market to potential customers may be uneconomical. There are no historical precedents to guide the company’s forecasting, making it more likely that our forecasts will be inaccurate.

Using Bitcoin as compensation creates speculative risk to the company.

The company is required to purchase Bitcoin at prevailing market rates in order to satisfy its need to fulfill Bitcoin to customers. As the markets for Bitcoin are new, thinly capitalized, and unregulated, the company is not able to foresee all of the risks the need to purchase Bitcoin might entail. At a minimum, this need to participate in the cryptocurrency markets exposes the company to the extreme volatility in the market price of Bitcoin, plus the potential inability to purchase sufficient Bitcoin at any price. While the company intends to use commercially reasonable means to mitigate those risks (including, but not limited to, engaging in hedging operations), it may lack the expertise, capital, or other elements necessary to successfully purchase Bitcoin to fulfill its obligations to customers.

Using Bitcoin as compensation creates speculative risk to the member.

The price of Bitcoin in the market may drop radically between the time the award to the member is calculated, and the time the member is able to transfer the Bitcoin from iConsumer into his or her account or wallet.The time between the award and the ability to transfer may be more than 75 days.The member bears that speculative risk.

Accepting Bitcoin or Ether as payment for the company’s securities creates speculative risk to the company.

The price of Bitcoin or Ether in the market may drop radically between the time the prospective investor tenders and the time the company accepts the tender.The company must create processes and use hedging mechanisms to protect itself in this situation, and it may not do so successfully.

The ability of a member to return goods creates risk to the company.

A member could use the company's rewards program to speculate in Bitcoin to the detriment of the company. For

example, a member could purchase goods via the iConsumer portal. At the time of purchase, the member would know how much Bitcoin he or she would be entitled to. Prior to the period permissible for returns, the member could track the price of Bitcoin relative to the dollar and if the dollar value of Bitcoin drops significantly, the member could return the goods purchased and unwind the transaction leaving the company vulnerable to the drop in price of Bitcoin if the company does not effectively hedge its Bitcoin exposure.

The company has no management with international experience.

The company may need to expand its marketing, investment efforts, and operations beyond North America. Current management has no experience in this area. It may need to hire employees, or retain contractors and advisors, with applicable experience. There is no assurance that such employees, contractors, or other resources, will be available and/or affordable at the point the company seeks such assistance.

Research and development for a blockchain-based reward points system have costs, timelines, regulatory hurdles, and outcomes that are uncertain.

The company is endeavoring to build a blockchain-based reward point system.To date, the company or its providers have expended approximately $50,000 to research and develop a reward points plan and to retain advisors with subject matter expertise. It has spent approximately $75,000 to develop and to deploy the technology and processes to reward, utilize, distribute, and track blockchain-based reward points, beginning with Bitcoin.It has not yet created a redemption method for the points, nor created the actual points themselves.The company currently plans to create an ERC-20 based point system, based on the Ethereum network.This choice is subject to change, either before the creation of the point reward system, or after.There are numerous issues associated with choosing the blockchain network.Among other risks, blockchain networks are in a high state of flux, have scaling issues, may have increased regulatory exposure, and adoption issues.

The company has not yet written the smart contracts governing these points.Because it has not completed this development, audited the smart contracts, nor tested it with users, there is substantial risk that it may not complete the project, that it may be unable to design an attractive redemption method, that it may complete the project but the point system does not work, or that it may complete the project but customers are uninterested.There is the risk that the company may not raise sufficient funds to complete the project. Because of these uncertainties, the company is unable to forecast delivery of blockchain-based reward points system in the foreseeable future.

Because the point system is intended to be analogous to frequent flyer miles or credit card points, which the Commission has not previously characterized as securities, and the company does not intend to utilize these points as a fundraising vehicle, the company believes that, when completed, these points may not be deemed to be securities.However, there is substantial risk that our counsel or the Commission may deem such points to be securities, in which case they would be securities tokens.If so, there is the risk of the additional cost of compliance, reduced market acceptance, and the other risks associated with securities. If the company or the Commission determines that this as yet undelivered reward point system is a security, they would only be able to trade on markets or exchanges that are not yet up and running.If they are not a security, the company does not intend to seek a listing on a cryptocurrency exchange.All of these choices present risks of completion and liquidity for the company and its investors.

The estimates used to provide forecasts may not scale with additional marketing expenditures and could prove inaccurate.

As outlined in the letter to shareholders, the company is forecasting cash flow break even status when it acquires 20,000 more shoppers who behave like the shoppers acquired in the first quarter of 2018.Those estimates are based on behaviors observed over a short period of time and may only be achieved if the assumptions they are based on are correct.There are many reasons why the assumptions could be inaccurate. That behavior may not be indicative of future performance.If the new customers behave differently than the customers acquired during the first quarter, it may take longer for the company to reach cash flow break even.It is possible that the company does not raise enough money in this offering to fund its continued operations.

The company used the following unaudited data (as of April 21, 2018) to estimate the number of new shoppers required to reach cash flow break even status:

Shoppers Acquired 1st Quarter

273

Total Net Cash Generated by New Shoppers 1st Quarterafter Bitcoin Rebate

$2,837

Cash Cost of Acquisition

$1,365

Net Cash Generated Per New Shopper in 1st Quarter

$5.39

Net Cash Generated by Existing Shoppers 1st Quarter after Bitcoin Rebate

$17,085

Average Number of Days before Shopper Covered Acquisition Cost

35

Estimated Annual Net Cash Generated by New Shopper

$50

Estimated Number of Net New Shoppers

23,000

Estimated Cost to Acquire Net New Shopper

$45

Estimated Total Cost of Acquiring New Shoppers to Reach Cash Flow Break Even

$1,000,000

The company used the following assumptions in making its forecasts.The first quarter is a “slow” quarter.The company will require approximately $1,000,000 in cash annually (net of the cash required for member acquisition) to operate once it acquires 20,000 net additional shoppers.Net cash assumes that all revenues are collected.We assume we can acquire new members rapidly. Investors should take the assumptions into consideration when reading the estimates and consider whether they think they are reasonable.

Customers who earned shares under the company’s Stock Award program may have rescission rights that could require us to reacquire the shares for an aggregate repurchase price of up to $36,000.

Under Commission rules, an issuer that is offering securities on a continuous basis under Rule 251 of Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”) must amend its offering statement annually to update the financial information in the offering circular and to reflect any other changes to its disclosure.The company failed to amend its offering statement that was re-qualified by the SEC on February 13, 2017 on a timely basis.As a result, that offering statement was no longer available for the company to make stock awards to members who made purchases after February 13, 2018.We permitted members to earn stock awards since February 13, 2018. Stock awards made since that date may not have been exempt from the registration or qualification requirements under federal securities laws, may have been issued in violation of federal securities laws and may be subject to rescission. In order to address this issue, we intend to make a separate rescission offer concurrent with this offering to all customers who have received stock awards since February 13, 2018. We will be offering to repurchase the shares of Series A Non-Voting Preferred Stock from those customers.

If the rescission offer is accepted, we could be required to make aggregate payments to those customers of up to $36,000, which includes statutory interest. This exposure is calculated by reference to the acquisition price of the Series A Non-Voting Preferred Stock, plus statutory interest. Federal securities laws do not provide that a rescission offer will terminate a purchaser’s right to rescind a sale of stock that was not registered as required or was not otherwise exempt from such registration requirements. If any or all of the offerees reject the rescission offer, we may continue to be liable under federal and state securities laws for up to an amount equal to the value of those shares plus any statutory interest since February 13, 2018, which we may be required to pay. See “Rescission Offer.”

Risks Related to the Company's Securities

There is no current liquid market for the preferred stock. We may not continue to satisfy the requirements for quotation on the OTCQB market and, even if we do, an active market for the preferred stock may not develop.

Prior to December 1, 2017, there was no formal marketplace for the resale of the company’s preferred stock. Our preferred stock is quoted on the OTCQB over-the-counter market operated by OTC Markets Group Inc. under the symbol “RWRDP”. Even though our stock is quoted, that does not mean that there is or will be a liquid market for our equity. If we fail to continue to meet the requirements for quotation on OTCQB, the shares may be quoted on other tiers of the over-the-counter market to the extent any demand exists. Whether or not we’re quoted on a market, or listed on an exchange, investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral, or be able to hold the stock in a traditional brokerage account. Without a liquid market for the preferred stock, it may be impossible for shareholders to be able to value their stock, reducing or eliminating the value of the stock as an incentive. Even if we continue to satisfy the requirements of the OTCQB, it is not a stock exchange. As a result, there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our preferred stock than there would be if the shares were listed on a stock exchange, which may lead to lower trading prices for our preferred stock.

If we are successful in continuing to be quoted on a market, we will be considered a “penny stock”.

Among other consequences, this will make it harder, potentially impossible, for a liquid market in our securities to develop. Without a liquid market, it is harder, potentially impossible, for a shareholder to find a buyer for his, hers, or its securities at an acceptable price. For example, many institutional investors will not invest in the “penny stocks”. Many brokerage firms do not trade in penny stocks, or trade in stock quoted on the OTC markets.

If and when our quoted stock price goes down, customers / shareholders may react negatively.

Many of the company’s shareholders are first time investors in a “public” company. Their reaction to a fluctuating stock quote is unknown. For example, they may choose to stop being customers or they may choose to air their grievances on social media platforms.

Alternative forms of investment and reward points may become popular.

Competitors, and potential competitors to the company, are rumored to be announcing cryptocurrencies that allow them to raise capital or compete in ways that the company may not be able to replicate. This increases the number of probable competitors to the company. For example, we are aware that the parent company of eBates, Rakuten, has announced that Rakuten points will be blockchain-based. The BAT token (basicattentiontoken.org), associated with the Brave browser, may also directly compete with us. Another token that may compete is LOYYAL.The increasing popularity of this fundraising mechanism is making qualified resources able to assist with the process hard to find, and if available, very expensive. There is no assurance that the company will be able to compete with these well-funded competitors.

Risks Related to Bitcoin

The fundamental value of Bitcoin is sensitive to subjective perception.

The value of Bitcoin can be based on its ease of use, the energy used to mine it, what it can be used to purchase, or its revolutionary technology, but there is no underlying value or institution supporting its value. This results in price volatility, which encourages speculative behavior. Speculative subscribers may hold Bitcoin instead of spending it, which makes the currency illiquid. Furthermore, any particular cryptocurrency may become worthless, which could result in an adverse effect on the company and members who receive Bitcoin.

A disruption of the Internet or the Bitcoin network could impair the value and the ability to transfer Bitcoin.

A significant disruption in Internet connectivity could disrupt the Bitcoin network, until the disruption is resolved, and could have an adverse effect on the value of Bitcoin. It is possible that such an attack could adversely affect the value of Bitcoin.

The price of Bitcoin and Ether assets are extremely volatile. Fluctuations in the price of Bitcoin could materially and adversely affect the company and the value of members’ rebates and rewards.

The prices of blockchain assets are significant uncertainties for the company and members. The price of Bitcoin and other cryptocurrencies such as Ether, Ripple, and Litecoin are subject to dramatic fluctuations. The company uses the Gemini digital asset exchange to set the price at which it awards Bitcoin. For example, the price of Bitcoin on the Gemini exchange on December 24, 2017 at 4 pm Eastern Standard Time (“EST”) was $13,586.76. The company purchased a futures contract on January 12, 2018. At that date, the futures contract reflected a market price of approximately $9,000.00. The 4 pm EST price of Bitcoin on March 5, 2018 on the Gemini exchange was $11,570.00. To further illustrate the volatility of Bitcoin and Ether, we have set forth in the table below the US dollar prices quoted at 4pm EST on the Gemini exchange since September 1, 2017.

Date

Price of Bitcoin

Price of Ether

September 1, 2017

$

4,855.44

$

391.50

September 15, 2017

$

3,690.00

$

257.97

October 1, 2017

$

4,298.25

October 15, 2017

$

5,506.37

$

329.00

November 1, 2017

$

6,570.00

$

297.50

November 15, 2017

$

7,260.00

December 1, 2017

$

10,717.48

December 15, 2017

$

17,715.85

$

688.90

January 1, 2018

$

13,411.49

January 15, 2018

$

13,700.00

$

1,287.28

February 1, 2018

$

9,099.99

$

1,012.24

February 15, 2018

$10,081.89

$927.13

April 30, 2018

$

9,307.30

$

676.37

The company is exposed to these fluctuations until such time as it pays a member in Bitcoin or accepts a subscriber's subscription. The company anticipates holding an investor’s payment in its original form for about a week. The company bears the exchange rate risk between the date the cryptocurrency is tendered and the date the investment is accepted and cryptocurrency is exchanged for US dollars.

While the company intends to continue to use commercially reasonable means to mitigate its exposure to such fluctuations, several factors may affect price, including, but not limited to:

Global blockchain asset supply;

Global blockchain asset demand, which can be influenced by the growth of retailers’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions on their use;

Changes in the software, software requirements or hardware requirements underlying a blockchain network;

Changes in the rights, obligations, incentives, or rewards for the various participants in a blockchain network;

Currency exchange rates, including the rates at which Bitcoin and other cryptocurrencies such as Ether, which the company accepts as payment for subscriptions in this offering, may be exchanged for fiat currencies;

Fiat currency withdrawal and deposit policies of blockchain asset exchanges and liquidity on such exchanges;

Interruptions in service from or failures of major blockchain asset exchanges;

Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in blockchain assets;

Monetary policies of governments, trade restrictions, currency devaluations and revaluations;

Regulatory measures, if any, that affect the use of blockchain assets;

The maintenance and development of the open-source software protocol of the Bitcoin or other cryptocurrency networks;

Global or regional political, economic or financial events and situations;

Expectations among blockchain participants that the value of blockchain assets will soon change; and

A decrease in the price of blockchain assets that may have a material adverse effect on the company’s financial condition and operating results.

If someone gains access to a member’s login credentials to an iConsumer account, the account holder may lose the value of their account.

If someone gains access to or learns of a member’s login credentials or private keys, that person may be able to dispose of the member’s account and the member’s Bitcoin, and they may lose the entirety of their holdings.

Most holders of cryptocurrencies can only gain access to them by use of a private key. The loss of access to private keys may result in the permanent loss of access to an account and the value of the cryptocurrencies therein.

Bitcoin is stored in a digital wallet on the blockchain and is controllable only by the individual who controls the private key. If the private key is lost or destroyed an investor may be unable to access the Bitcoin held in the digital wallet, which may result in permanent loss of funds. In addition, if the private key becomes known to a third party, it may result in misappropriation and therefore permanent loss of funds. Internet errors related to cyber malfunction of the wallet where the Bitcoin is held could also result in its loss.

While securities accounts at U.S. brokerage firms are often insured by the Securities Investor Protection Corporation (SIPC) and bank accounts at U.S. banks are often insured by the Federal Deposit Insurance Corporation (FDIC), Bitcoin held in a digital wallet currently does not have similar protections.

Unlike bank accounts, credit unions or accounts at other financial institutions that provide certain safety guarantees, such as insurance, to depositors, coins and tokens held in digital wallets on a blockchain are currently uninsured. In the event of loss or loss of utility value there is no public insurer or private insurance to offer recourse to the injured holder.

Cryptocurrency markets are subject to market manipulations and schemes that may decrease the value of Bitcoin.

There is a risk of market manipulation, such as the spreading of false and misleading information about Bitcoin to affect its price. Rumors about Bitcoin may be spread in a variety of ways, including on websites, press releases, email spam, posts on social media, online bulletin boards, and chat rooms. The false or misleading rumors may be negative and could result in a decrease in the value of Bitcoin.

FUTURE DEVELOPMENT OF A REWARD POINT SYSTEM

The following information is a preliminary description of the company’s planned reward point system, and is likely to change as we develop it.As stated elsewhere in this offering circular, the company may not have the funds to complete the system described in the foreseeable future.

Reward Point Design

Consumer adoption of crypto wallets has value to many of the participants in the blockchain ecosystem.Crypto wallets are notoriously challenging for ordinary people to use.Using a crypto wallet requires the purchase of crypto assets like Bitcoin or Ether.

Consumers are familiar with frequent flyer miles and point systems.

The overall design is intended to mimic the familiar frequent flyer reward systems but be built on a blockchain network that allows reward points to be held in and transferred between crypto wallets.

Such a system will enable iConsumer members to learn about and experience blockchain-based tokens held in a crypto wallet, without the fear and trepidation the risk of financial loss engenders, and with little or no cost to iConsumer.Additionally, the company believes that immediate user gratification is paramount.A consumer should be able to transfer his or her reward token into a personal wallet with little or no waiting period.

The company believes that these goals require iConsumer to create a token that has no perceived value when initially issued or when subsequently transferred by holders of the token.

Point Value

It is the intention of the company to not assign a monetary value to the points.

Awarding Points

The company will award points in conjunction with the activities of a member.For instance, as a reward for shopping or referring others.

Transfer of Points by the Member

To fully experience and overcome the complexities of crypto wallets, the points would be transferable by the holder to compatible crypto wallets.The design of the system is intended to accommodate such transfer without significant cost to iConsumer or to the member.

Transfer of Points by iConsumer

iConsumer will transfer points into the member’s crypto wallet upon demand, with no waiting period.The design of the system is intended to accommodate such transfer without cost to iConsumer or to the member.

Sale of Points by iConsumer

The company does not intend to sell reward points, nor to use them to raise funds.

Redemption Opportunity

At some future time, it may be possible for the company to offer a redemption mechanism. It has not built or designed such a mechanism and does not foresee having such a mechanism available in the foreseeable future.

Regulatory Considerations

Frequent flyer miles and other similar systems are not currently subject to a specific regulatory regime.The IRS considers such awards to be income to the recipient when the underlying purchase is made by a third party, and as a rebate when the purchase is made by the recipient.It is possible that various regulatory authorities may take a different posture with blockchain-based reward systems. We intend to adhere to whatever U.S. regulations cover our reward points, including issuing them as “security tokens” if necessary.Should that be necessary, it may make blockchain-based reward points uneconomic to issue.

Technical Details

The initial specification for iConsumer’s reward point system assumes an ERC-20 compliant token on the Ethereum network.It is possible that such a choice does not support the goal of low cost transfers.The company is exploring other platforms, such as NEO and Stellar, that may provide a greater degree of design freedom, transaction speed, and low cost.

Current Status

The company began investigating blockchain-based rewards points in September 2017.It created a draft design document in October 2017It engaged three advisors or advisory firms during the fourth quarter of 2017.Mr. Grosshandler has spent approximately 50% of his time on this research.Ms. Moore has spent approximately 25% of her time on the reward point system.Mr. Shleicher has spent approximately 10% of his time on this project.

Research involves, among other things, education and awareness about the blockchain space, competitive issues, regulatory issues, and technical issues.Because of the very new state of the industry, this involves attending many conferences, lectures, and seminars.

Additionally, the company’s legal counsel has been involved in the securities issues surrounding the creation of blockchain token systems.We have consulted with them extensively on this area.

Documents

Confidential

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